Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT (ILG)


 


REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of August 20,
2008, is entered into by and among LIBERTY MEDIA CORPORATION, a Delaware
corporation (“Liberty”), the
LIBERTY PARTIES (as defined below) and INTERVAL LEISURE GROUP, INC., a Delaware
corporation (the “Issuer”).


 


RECITALS:


 


WHEREAS,
Liberty, IAC (as defined below) and the other parties named therein have
entered into the Settlement Agreement (as defined below), pursuant to which,
among other things, IAC  has agreed to
cause the Issuer to enter into this Agreement in connection with the
Single-Tier Spinoff (as defined in the Settlement Agreement) of the Issuer; and


 


WHEREAS,
IAC,  Liberty USA Holdings, LLC, a
Delaware limited liability company, and Liberty have entered into that certain
Affiliate and Assignment Agreement, dated as of August 20, 2008, pursuant
to which Liberty Sub assumed all of the rights, benefits, liabilities and
obligations of each Liberty Party (as defined in the Settlement Agreement)
signatory to the Spinco Agreement under the Settlement Agreement other than
Liberty.


 


NOW,
THEREFORE in consideration of the mutual promises and
covenants set forth herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01.  Certain
Defined Terms.  As used in the Agreement, the following terms
shall have the meanings set forth below:


 


“1933 Act” means the Securities Act of 1933, as amended, or any
similar successor federal statute and the rules and regulations
promulgated thereunder, as the same shall be in effect from time to time.


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended, or any similar successor
federal statute and the rules and regulations promulgated thereunder, as
the same shall be in effect from time to time.


 


“Affiliate” means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with
such first Person.  For purposes of this definition,
the term “control” (including its correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”), as used with
respect to any Person, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the 


 

















 


management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.  For purposes of
this definition, (i) natural persons shall not be deemed to be Affiliates of
each other, (ii) none of IAC, Barry Diller or any of their respective
Affiliates shall be deemed to be an Affiliate of Liberty, any Liberty Party or
any of their respective Affiliates and (iii) none of the Spincos shall be
deemed to be an Affiliate of Liberty, any Liberty Party or any of their
respective Affiliates.


 


“ASRS”
means an “automatic shelf registration statement” as defined in Rule 405
promulgated under the 1933 Act.


 


“ASRS
Eligible” means the Issuer meets or is deemed to meet the
eligibility requirements to file an ASRS as set forth in General Instruction
I.D. to Form S-3.


 


“beneficially
own” has the meaning set forth in Rule 13d-3 under the 1934
Act, as such Rule is in effect on the date hereof.


 


“Blackout
Notice” has the meaning set forth in Section 2.05(a).


 


“Blackout
Period” has the meaning set forth in Section 2.05(a).


 


“Board of
Directors” means the Board of Directors of the Issuer or an
authorized committee thereof.


 


“Business Day”
means any day other than a Saturday, a Sunday or a day on which banks in New
York City are authorized or obligated by law or executive order to close.


 


“Common Stock”
means Common Stock, par value $.01 per shares, of the Issuer.


 


“Consolidated
Action” means the actions consolidated under the caption IN RE
IAC/INTERACTIVECORP., C.A. No. 3468-VCL, in the Court of Chancery, New Castle
County, State of Delaware.


 


“Demand
Registration Statement” has the meaning set forth in Section 2.01.


 


“Demand
Request” has the meaning set forth in Section 2.01.


 


“Disadvantageous
Condition” has the meaning set forth in Section 2.05(a).


 


“Effective
Time” has the meaning set forth in Section 2.01.


 


“Effectiveness
End Date” has the meaning set forth in Section 2.01.


 


“Effectiveness
Period” has the meaning set forth in Section 2.01.


 


“Free Writing
Prospectus” means each “free writing prospectus” within the meaning
of Rule 405 promulgated under the 1933 Act.


 


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“Hedging
Counterparty” means a broker-dealer registered under Section 15(b) of
the 1934 Act or an Affiliate thereof or any other financial institution that
routinely engages in Hedging
Transactions in the ordinary course of its business.


 


“Hedging
Transaction” means any transaction involving a security linked to
the Registrable Shares or any security that would be deemed to be a “derivative
security” (as defined in Rule 16a-1(c) under the 1934 Act) with
respect to the Registrable Shares or any transaction (even if not a security)
which would (were it a security) be considered such a derivative security, or
which transfers some or all of the economic risk of ownership of the
Registrable Shares, including any forward contract, equity swap, put or call,
put or call equivalent position, collar, non-recourse loan, sale of
exchangeable security or similar transaction. 
For the avoidance of doubt, the following transactions shall be deemed
to be Hedging Transactions:


 


(a)      transactions
by a Holder in which a Hedging Counterparty engages in short sales of Common
Stock pursuant to a prospectus and may use Registrable Shares to close out its
short position;


 


(b)      transactions
pursuant to which a Holder sells short Common Stock pursuant to a prospectus
and delivers Registrable Shares to close out its short position;


 


(c)      transactions
by a Holder in which the Holder delivers, in a transaction exempt from
registration under the 1933 Act, Registrable Shares to a Hedging Counterparty
who may then publicly resell or otherwise transfer such Registrable Shares
pursuant to a prospectus or an exemption from registration under the 1933 Act;
and


 


(d)      a
loan or pledge of Registrable Shares to a Hedging Counterparty who may then
become a Permitted Transferee and sell the loaned shares or, in an event of
default in the case of a pledge, then sell the pledged shares, in each case, in
a public transaction pursuant to a prospectus.


 


“Holder”
means Liberty, each of the Liberty Parties and each Permitted Transferee, for
so long as such Person beneficially owns Registrable Shares.


 


“IAC”
means IAC/InterActiveCorp, a Delaware corporation.


 


“Indemnified
Party” has the meaning set forth in Section 4.03.


 


“Indemnifying
Party” has the meaning set forth in Section 4.03.


 


“Inspectors”
has the meaning set forth in Section 3.01(j).


 


“Lead Holder”
means, until such time as the Liberty Parties effect a Permitted Restricted
Transfer, Liberty, and, thereafter, shall mean the Restricted Transferee in
such Permitted Restricted Transfer.


 


“Liability”
has the meaning set forth in Section 4.01.


 


3

















 


“Liberty
Parties” means Liberty USA Holdings, LLC, a Delaware limited
liability company (and any successor or assign or acquirer of a Liberty Party
(whether by merger, consolidation, sale of assets or otherwise) provided that such Liberty Party shall have caused such
successor, assign or acquirer to enter into an agreement, in writing in form
and substance reasonably satisfactory to the Issuer, to be bound by the terms
and provisions of this Agreement as a condition of any such transaction.


 


“Litigation”
has the meaning set forth in Section 6.12.


 


“Lock-up
Agreements” has the meaning set forth in Article IV.


 


“Market Value”
of a share of Common Stock on any Trading Day means the last reported sale
price, regular way, of a share of such stock on such Trading Day or, in case
there is no last reported sale price on such Trading Day, the average of the
reported closing bid and asked prices regular way of a share of such stock on
such Trading Day, in either case on the principal stock exchange on which shares
of such stock are traded.  The Market
Value of a share of Common Stock on any day which is not a Trading Day shall be
deemed to be the Market Value of a share of Common Stock on the immediately
preceding Trading Day.


 


“Maximum
Number of Shares” means, with respect to any underwritten offering,
the maximum number of shares of Common Stock (including Registrable Shares)
that the co-managing underwriters advise the Issuer can be included in such
offering without having an adverse effect on such offering, including the price
at which the shares can be sold.


 


“Offering
Confidential Information”  has the
meaning set forth in Section 2.10(e)(i).


 


“Original
Amount” means the number of shares of Common Stock constituting
Registrable Shares on the date hereof (as such number shall be appropriately
adjusted to give effect to any of the events described in Section 6.01).


 


“Other Shares”
means shares of Common Stock, other than Spinoff Shares, acquired by the
Liberty Parties consistent with the Spinco Agreement, including such shares as
may be transferred to a Holder which transfer is, at the time of such transfer,
permitted by the Spinco Agreement.


 


“Other
Shareholders” means holders of Common Stock that have obtained
registration rights from the Issuer (other than the Holders).


 


“Permitted
Restricted Transfer” has the meaning given such term in the Spinco
Agreement.


 


“Permitted
Transferee”  has the
meaning set forth in Section 2.09.


 


“Person”
means any individual, partnership, joint venture, corporation, limited
liability company, trust, unincorporated organization, government or department
or agency of a government.


 


“Piggyback
Notice” has the meaning set forth in Section 2.10.


 


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“Piggyback
Registration” has the meaning set forth in Section 2.10.


 


“prospectus”
means the prospectus related to any Registration Statement (including a
prospectus that discloses information previously omitted from a prospectus
filed as part of an effective Registration Statement in reliance on Rule 415),
as amended or supplemented by any amendment (including post-effective
amendments), pricing term sheet, Free Writing Prospectus or prospectus
supplement, and all documents and materials incorporated by reference in such
prospectus.


 


“Records”
has the meaning set forth in Section 3.01(j).


 


“Registrable
Shares” means, at any time, the Spinoff Shares and the Other Shares
that are beneficially owned by any of the Holders; provided that any particular shares will cease to be
Registrable Shares: (i) if and when such shares shall have been disposed
of pursuant to an effective Registration Statement; (ii) if and when such
shares shall have been sold pursuant to Rule 144 under the 1933 Act; (iii) if
and when such shares shall have been otherwise transferred and new certificates
for them not bearing a legend or instructions restricting further transfer
shall have been delivered; and (iv) if and when such shares shall have
ceased to be outstanding (for the avoidance of doubt, any shares held in the
treasury of the Issuer or by a subsidiary of the Issuer shall not be considered
outstanding).  Spinoff Shares and Other
Shares which are Registrable Shares shall also cease to be Registrable Shares
if and when such shares may be disposed of by the holder thereof without
volume, holding period or manner of sale restrictions.


 


“Registration
Expenses” means the following expenses incurred in connection with
any registration of Registrable Shares or, in the case of a Hedging
Counterparty, if applicable, other shares of Common Stock, pursuant to this
Agreement: (i) the fees, disbursements and expenses of the Issuer’s
counsel and accountants; (ii) all filing fees in connection with the
filing of any Registration Statement, any prospectus, any other offering
documents and any amendments and supplements thereto; (iii) all expenses
in connection with the qualification of the Registrable Shares or other shares
of Common Stock to be disposed of for offering and sale or distribution under
state securities laws (other than those contemplated in clause (C) to the
proviso below); (iv) the filing fees incident to securing any required
review by the Financial Industry Regulatory Authority of the terms of the sale
or distribution of the Registrable Shares or other shares of Common Stock to be
disposed of; (v) all security engraving and security printing expenses;
and (vi) all expenses in connection with the listing of the Registrable
Shares on the principal stock exchange on which other shares of Common Stock
are listed; provided, however, that the term “Registration
Expenses” shall not include (A) the fees, disbursements and expenses of
Special Counsel or any other counsel for the Holders; (B) all expenses
incurred in connection with the printing, mailing and delivering of copies of
any Registration Statement, any prospectus, any other offering documents and
any amendments and supplements thereto to any underwriters and dealers; (C) the
cost of preparing, printing or producing any agreements among underwriters,
underwriting agreements, and blue sky or legal investment memoranda, any
selling agreements and any other similar documents in connection with the
offering, sale, distribution or delivery of the Registrable Shares or other
shares of Common Stock to be disposed of, including any fees of counsel for any
underwriters in connection with the qualification of the Registrable Shares or
other shares of Common Stock to be disposed of for offering and sale or
distribution under state securities laws; (D) any broker’s commissions or
underwriter’s discount, fee or commission


 


5

















 


relating to
the sale of Registrable Shares or other shares of Common Stock and any other
fees and disbursements of underwriters; and (E) costs and expenses of the
Issuer relating to analyst or investor presentations.


 


“Registration
Statement” means a Demand Registration Statement or a Section 2.10
Registration Statement, as the context requires.


 


“Restricted
Transferee” has the meaning given such term in the Spinco Agreement.


 


“Rule 144”
means Rule 144 as promulgated by the SEC under the 1933 Act, as such Rule may
be amended from time to time, or any similar successor rule promulgated by
the SEC.


 


“Rule 405”
means Rule 405 as promulgated by the SEC under the 1933 Act, as such Rule may
be amended from time to time, or any similar successor rule promulgated by
the SEC


 


“Rule 415”
means Rule 415 as promulgated by the SEC under the 1933 Act, as such Rule may
be amended from time to time, or any similar successor rule promulgated by
the SEC.


 


“S-3 Eligible”
means the Issuer meets or is deemed to meet the eligibility requirements to
file on Form S-3 as set forth in General Instruction I.A. to Form S-3.


 


“SEC”
means the Securities and Exchange Commission.


 


“Section 2.10
Registration Statement” has the meaning set forth in Section 2.10.


 


“Settlement
Agreement” means the Agreement, dated as of May 13, 2008, among
Liberty, the Liberty Parties and IAC entered into in connection with the
settlement of the Consolidated Action.


 


“Special
Counsel” means Baker Botts LLP, or such other law firm of national
reputation as may be selected by the Lead Holder (or any other Holder who
(together with its Affiliates), at the time of such selection, beneficially
owns the highest percentage of the 
Registrable Shares) and notified in writing to the Issuer.


 


“Spinco
Agreement” means the Settlement Agreement, as assumed by and
assigned to the Issuer pursuant to Section 9(b) thereof.


 


“Spinoff
Shares” means the shares of Common Stock issued to the Liberty
Parties as a result of the Single-Tier Spinoff (as defined in the Spinco
Agreement) of the Issuer, including such shares as may be transferred to a
Holder which transfer is, at the time of such transfer, permitted by the Spinco
Agreement.


 


“Total
Registrable Amount” means the Original Amount on the date hereof
plus the number of Other Shares acquired after the date hereof, in each case
appropriately adjusted, but only with respect to the number of Registrable
Shares on the date of such event, to give effect to any of the events described
in Section 6.01.


 


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“Trading Day”
means a day on which shares of the Common Stock are traded on the principal
United States securities exchange on which such shares are listed.


 


ARTICLE II


 


REGISTRATION RIGHTS


 


Section 2.01.  Registration Upon Demand.  At any time after the date hereof and for so
long as there are any Registrable Shares, upon the written request of the Lead
Holder acting on behalf of Holders holding an amount of Registrable Shares
equal to at least ten percent (10%) of the Original Amount (a “Demand Request”), the Issuer shall prepare a registration
statement (a “Demand Registration Statement”) on
(i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if
the Issuer is not then S-3 Eligible, any other appropriate form under the 1933
Act, for the type of offering contemplated by the Demand Request (which may
include an offering to be made on a delayed or continuous basis under Rule 415);
provided, that the aggregate offering
price applicable to any Demand Registration Statement so requested to be filed
shall not be less than $75 million (determined by multiplying the number of
Registrable Shares to be included in such Demand Registration Statement by the
Market Value on the day on which such Demand Request is received by the
Issuer).  The Demand Request shall
specify, for each Holder, the number of Registrable Shares to be included in
such Demand Registration Statement for such Holder’s account.  If the Issuer is ASRS Eligible at the time
any Demand Request is received for a shelf registration statement, the Issuer
shall use commercially reasonable efforts to cause the Demand Registration
Statement to be an ASRS.  Subject to Section 2.05,
the Issuer shall use its commercially reasonable efforts to cause the Demand
Registration Statement (i) to be filed with the SEC as promptly as
reasonably practicable following the receipt of the Demand Request, (ii) to
become effective as promptly as reasonably practicable after filing, and (iii) to
remain continuously effective during the time period (the “Effectiveness
Period”) commencing on the date such Demand Registration Statement
is declared effective (the “Effective Time”)
and ending on (A) the date that there are no longer any Registrable Shares
covered by such Demand Registration Statement or (B) if earlier, the 30th
day (90th day if the Demand Registration Statement is on Form S-3) after
the Demand Registration Statement is initially declared effective (the ending
date specified in this clause (iii), the “Effectiveness End Date”).  No more than three (3) Demand Requests
may be made.  In no event shall the
Issuer be required to include a Holder’s Registrable Shares in a Demand
Registration Statement if such Holder included in any Section 2.10
Registration Statement declared effective within the 60 calendar days preceding
the Demand Request relating to such Demand Registration Statement all of the
Registrable Shares such Holder sought to be included in such Section 2.10
Registration Statement, and such 2.10 Registration Statement remained effective
until at least the Effectiveness End Date thereof (or is then still effective)
(substituting for this purpose only the term “2.10 Registration Statement” for “Demand
Registration Statement” in the definition of Effectiveness End Date).


 


Section 2.02.  Revocation of Demand Request.  Any Demand Request may be revoked by notice
from the Lead Holder to the Issuer prior to the effective date of the
corresponding Demand Registration Statement; provided,
that such revoked Demand Request shall count as one of the three Demand
Requests referred to in the last sentence of Section 2.01 unless the
Issuer as promptly as reasonably practicable is reimbursed for all
out-of-pocket expenses (including fees of outside counsel and accountants and
other Registration Expenses) incurred by the Issuer


 


7

















 


relating to the registration
requested pursuant to such revoked Demand Request.  A Demand Request may not be made for a
minimum of 90 calendar days after the revocation of an earlier Demand Request.


 


Section 2.03.  Selection of Underwriters and Underwriter’s
Counsel.  The Holders may effect one
or more underwritten public offerings with respect to the Registrable Shares
included in a Demand Registration Statement; provided,
that no underwritten public offering shall be effected in which the gross
proceeds to the selling Holders are not expected to exceed $75 million.  The Holder(s) effecting any such public
offering, acting through the Lead Holder, and the Issuer shall mutually select
the managing underwriter or co-managing underwriters for such public
offering.  The Issuer shall be entitled
to designate counsel for such underwriter or underwriters, provided
that such designated underwriters’ counsel shall be a firm of national
reputation representing underwriters in capital markets transactions.


 


Section 2.04.  Registration In Connection With Hedging
Transactions.


 


(a)      The
Issuer acknowledges that from time to time a Holder may seek to enter into one
or more Hedging Transactions with a Hedging Counterparty.  The Issuer agrees that, in connection with
any proposed Hedging Transaction then permitted by the Spinco Agreement, if, in
the reasonable judgment of counsel to such Holder (after good faith
consultation with counsel to the Issuer), it is necessary or desirable to
register under the 1933 Act sales or transfers (whether short or long and
whether by the Holder or by the Hedging Counterparty) of Registrable Shares or
(by the Hedging Counterparty) other shares of Common Stock in connection
therewith, then a Registration Statement covering Registrable Shares or such
other shares of Common Stock may be used in a manner otherwise in accordance
with the terms and conditions of this Agreement to register such such sales or
transfers under the 1933 Act. 
Notwithstanding anything in this Agreement to the contrary, the Issuer
shall not be required to register, and shall not be required to pay Registration
Expenses in connection with the registration of, an aggregate number of sales
or transfers of Registrable Shares or other shares of Common Stock in excess of
the Total Registrable Amount, it being understood that a sale or transfer of a
Registrable Share or other share of Common Stock shall be considered to have
been registered for purposes of this Section 2.04 and Section 6.15
when (1) a Registration Statement covering such Registrable Share or other
share of Common Stock shall have been declared effective or, following a
request pursuant to Section 2.04(b), an effective shelf Registration
Statement is available to cover the sale or transfer of the Registrable Share
or other share of Common Stock requested to be covered and (2) in the case
of a Demand Registration Statement, such Demand Registration Statement shall
have remained effective until (A) such sale or transfer of such
Registrable Share or other Share of Common Stock shall have occurred or (B) if
earlier, the Effectiveness End Date thereof.


 


(b)      If,
in the circumstances contemplated by Section 2.04(a), a Holder seeks to
register sales or transfers of Registrable Shares (or the sale or transfer by a
Hedging Counterparty of other shares of Common Stock) in connection with a
Hedging Transaction at a time when a shelf Registration Statement covering
Registrable Shares is effective, upon receipt of written notice thereof from
the Lead Holder, the Issuer shall use commercially reasonable efforts to take
such actions as may reasonably be required to permit such sales or transfers in
connection with such Hedging Transaction to be covered by such effective


 


8

















 


Registration Statement in a manner otherwise in accordance with the
terms and conditions of this Agreement, which may include, among other things,
the filing of a prospectus supplement or post-effective amendment including a
description of such Hedging Transaction, the name of the Hedging Counterparty,
identification of the Hedging Counterparty or its Affiliates as underwriters or
potential underwriters, if applicable, and any change to the plan of
distribution contained in the prospectus; provided that, in the case of a shelf
Demand Registration Statement, in no event shall the foregoing require the
Issuer to extend the Effectiveness Period of the Registration Statement beyond
the Effectiveness End Date.


 


(c)      Any
information regarding a Hedging Transaction included in a Registration
Statement pursuant to this Section 2.04 shall be deemed to be information
provided by the Holder selling or tranferring Registrable Shares or shares of
Common Stock pursuant to such Registration Statement for purposes of Article V
of this Agreement.


 


(d)      If,
with respect to a Hedging Transaction in connection with which a registration
is contemplated by Section 2.04(a), a Hedging Counterparty or any
Affiliate thereof is (or may be considered) an underwriter or selling
securityholder, then, as a condition to including in any Registration Statement
any sales or transfers of Registrable Shares or other shares of Common Stock by
such Hedging Counterparty in connection with such Hedging Transaction, it and
the Issuer shall be required to enter into an agreement with the other (x) providing
for indemnification rights substantially similar to those provided under Article V
and (y) pursuant to which such Hedging Counterparty and/or Affiliate thereof,
to the extent registering shares of Common Stock that are not Registrable
Shares, agrees to be bound by the obligations applicable to a Holder hereunder
as if such other shares were Registrable Shares .


 


Section 2.05.  Blackout Periods.


 


(a)      With
respect to any Registration Statement, or amendment or supplement thereto,
whether filed or to be filed pursuant to this Agreement, if the General Counsel
of the Issuer shall determine, in his or her good faith judgment, that to
maintain the effectiveness of such Registration Statement or file an amendment
or supplement thereto (or, if no Registration Statement has yet been filed, to
file such a Registration Statement) would (i) require the public
disclosure of material non-public information concerning any transaction or
negotiations involving the Issuer or any of its consolidated subsidiaries that
would materially interfere with such transaction or negotiations, (ii) require
the public disclosure of material non-public information concerning the Issuer
at a time when its directors and executive officers are restricted from trading
in the Issuer’s securities  or (iii) otherwise materially
interfere with financing plans, acquisition activities or business activities
of the Issuer (a “Disadvantageous Condition”),
the Issuer may, for the shortest period reasonably practicable (a “Blackout Period”), and in any event for not more than 60
consecutive days, notify the Lead Holder and the other Holders whose sales of
Registrable Securities are covered (or to be covered) by such Registration
Statement (a “Blackout Notice”) that such
Registration Statement is unavailable for use (or will not be filed as
requested).  Upon the receipt of any such
Blackout Notice, the Holders shall forthwith discontinue use of the prospectus
contained in any effective Registration Statement; provided,
that, if at the time of receipt of such Blackout Notice any Holder shall have
sold its Registrable Shares (or have signed a firm commitment underwriting
agreement with respect to the purchase of such shares) and the Disadvantageous
Condition is


 


9

















 


not of a nature that would require a post-effective amendment to the
Registration Statement, then the Issuer shall use its commercially reasonable
efforts to take such action as to eliminate any restriction imposed by federal
securities laws on the timely delivery of such shares.  When any Disadvantageous Condition as to
which a Blackout Notice has been previously delivered shall cease to exist, the
Issuer shall as promptly as reasonably practicable notify the Lead Holder and
such other Holders and take such actions in respect of such Registration
Statement as are otherwise required by this Agreement.  If a Blackout Period occurs during the
Effectiveness Period of any Demand Registration Statement, the Effectiveness
End Date in respect of such Registration Statement shall be extended for a
number of days equal to the total number of days during which the distribution
of Registrable Shares included in such Registration Statement was suspended
under this Section 2.05(a).  The
Issuer shall not impose, in any 360 calender day period, Blackout Periods
lasting, in the aggregate, in excess of 120 calendar days.


 


(b)      If
the Issuer declares a Blackout Period with respect to a Demand Registration
Statement that has not yet been declared effective, (i) the Lead Holder
may by notice to the Issuer withdraw the related Demand Request without such
Demand Request counting against the three Demand Requests permitted to be made
under Section 2.01 and (ii) neither the Lead Holder nor any other
Holder will be responsible for the Issuer’s related Registration Expenses.


 


Section 2.06.  SEC Orders Suspending Effectiveness.  The Issuer shall notify the Lead Holder and
all other Holders that have Registrable Shares included in a Registration
Statement of any stop order threatened or issued by the SEC (to the extent
known to the Issuer) with respect to such Registration Statement and, as to
threatened orders, shall use commercially reasonable efforts to prevent the
entry of such stop order.  If the
effectiveness of a Registration Statement is suspended by a stop order issued by
the SEC at any time during the Effectiveness Period, the Issuer shall use
commercially reasonable efforts to obtain the prompt withdrawal of such order
and to amend the Registration Statement in a manner reasonably expected by the
Issuer to obtain the withdrawal of such order.


 


Section 2.07.
 Plan of Distribution.  The “plan of distribution” section of each
prospectus included in a Demand Registration Statement with respect to an
offering to be made on a delayed or continuous basis under Rule 415 shall
be substantially in the form of Annex A hereto or in a form
otherwise appropriate, subject to the comments of the SEC and the inclusion of
such other information as is required by applicable SEC regulations or to
conform with applicable SEC practice. 
Each Holder agrees to dispose of its Registrable Shares under a
Registration Statement in accordance with the “plan of distribution” section of
the prospectus.


 


Section 2.08.  Expenses.  Subject to Section 2.02, the Issuer
shall pay all Registration Expenses, and each Holder shall (i) pay all
other expenses incurred by it and (ii) reimburse the Issuer for any other
out-of-pocket expenses reasonably incurred by the Issuer, in each case in
connection with any registration of its Registrable Shares pursuant to this
Agreement.


 


Section 2.09.  Transfer of Registration Rights.  Each Holder shall have the right to transfer,
by written agreement, any or all of its rights granted under this Agreement to
any direct or indirect transferee of such Holder’s Registrable Shares (each
Person to whom rights to register shares shall have been so transferred
hereunder a “Permitted Transferee”); provided, (i) such


 


10
















 


transferee is Liberty, a
Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such
transferee is an “accredited investor” as such term is defined in Rule 501
of Regulation D promulgated under the 1933 Act, and in either such case (x) such
transferee agrees, in writing in form and substance reasonably satisfactory to
the Issuer, to be bound by the terms and provisions of this Agreement (it being
specifically understood that any sale of Registrable Shares by a Permitted
Transferee shall be in accordance with the “plan of distribution” section of
the applicable prospectus); and (y) such transfer of Registrable Shares
shall be effected in accordance with applicable securities laws, the Spinco
Agreement (if the transferring Holder is a party thereto or has agreed to be
bound thereby) and any other agreements between the Issuer and such
Holder.  Following any transfer or
assignment made pursuant to this Section 2.09 in connection with the
transfer by a Holder of a portion of its Registrable Shares, such Holder shall
retain all rights under this Agreement with respect to the remaining portion of
its Registrable Shares.  Notwithstanding
the foregoing, unless Liberty and the Liberty Parties shall have effected a
Permitted Restricted Transfer to a Restricted Transferee (in which case the
Restricted Transferee shall be substituted for Liberty in all respects
hereunder as the Lead Holder), the Issuer shall have no obligation to deliver
any notices under this Agreement to or otherwise interact with any Holder other
than the Lead Holder for any purpose under this Agreement (other than in
accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d),
6.01, 6.02 and 6.13 and Article V hereof.)


 


Section 2.10.  Incidental Registration.


 


(a)                  If the Issuer at any time proposes to
register the offer and sale of shares of Common Stock under the 1933 Act (other
than on Form S-8 or Form S-4 or a registration statement on Form S-1
or Form S-3 covering solely an employee benefit or dividend reinvestment plan)
(any such registration statement covering sales or transfers of Registrable
Shares, a “Section 2.10 Registration Statement”)
for its own account or for the account of any Other Shareholders, in a manner
which would permit registration of Registrable Shares for sale to the public
under the 1933 Act (a “Piggyback Registration”),
the Issuer will as promptly as reasonably practicable give written notice (a “Piggyback Notice”) to the Lead Holder (which shall give
notice to all other Holders) of its intention to do so, but in any event at
least 10 Business Days prior to the anticipated filing date of the Section 2.10
Registration Statement.  The Piggyback
Notice shall offer all Holders the opportunity to include in such Section 2.10
Registration Statement such number of Registrable Shares as each Holder may
request, acting through the Lead Holder, subject to Section 2.10(d); provided, however, that any Holder who has included
Registrable Shares on a Demand Registration Statement that was declared
effective within the 60 calendar days immediately preceding the receipt of such
Piggyback Notice shall not be permitted to request the inclusion of any
Registrable Shares in such Section 2.10 Registration Statement.  Subject to the proviso to the immediately
preceding sentence and to Section 2.10(d), the Issuer will use its
commercially reasonable efforts to include in the Section 2.10 Registration
Statement the number of Registrable Shares of each Holder sought to be included
therein and so specified in a written notice delivered to the Issuer by the
Lead Holder on behalf of such Holder within 5 Business Days after such Lead
Holder’s receipt of the related Piggyback Notice.  A Holder, acting through the Lead Holder,
may, at least two Business Days prior to the effective date of a Section 2.10
Registration Statement, withdraw any Registrable Shares that it had sought to
have included therein, whereupon such Holder shall as promptly as reasonably
practicable pay to the Issuer all Registration Expenses


 


11

















 


incurred by the Issuer in connection with the registration of such
withdrawn Registrable Shares under the 1933 Act or the 1934 Act and the
inclusion of such shares in the Section 2.10 Registration Statement.


 


(b)                 If a Piggyback Registration involves
an underwritten offering, then all Holders whose Registrable Shares are
included in the Section 2.10 Registration Statement must sell such shares
in such underwitten offering and agree to the same terms and conditions as those
agreed to by the Issuer or, if the Section 2.10 Registration Statement is
for the benefit of Other Shareholders, such Other Shareholders.


 


(c)                  In connection with any Piggyback
Registration, each Holder shall notify the Issuer in writing 24 hours prior to
effecting any transaction in reliance on any Section 2.10 Registration
Statement, or amendment or supplement thereto, whether filed or to be filed
pursuant to this Agreement.  In the case
of a transaction by a Hedging Counterparty covered by such Section 2.10
Registration Statement, such notice may specify a period of time, not to exceed
five Business Days, during which such sales or transfers may be effected.  If (and only if) the Issuer does not give
such Holder or Hedging Counterparty a Blackout Notice within 24 hours of the
Issuer’s receipt of such Holder’s notice, such Holder or Hedging Counterparty
may engage in the transaction referenced in the notice in accordance with the
terms of this Agreement.


 


(d)                 The Issuer may elect, in its sole
discretion, to terminate a Section 2.10 Registration Statement at any time
prior to the effective date thereof. 
Upon giving written notice of such election to the Lead Holder, the
Issuer shall be relieved of its obligation to register any Registrable Shares
(or, in the case of a Hedging Counterparty, if applicable, other shares of
Common Stock) in connection with such registration (without prejudice, however,
to the rights of Holders under Section 2.01 hereof).


 


(e)                  If a Piggyback Registration involves
an underwritten offering and the co-managing underwriters advise the Issuer
(and, if applicable, the Other Shareholders) that the number of shares of
Common Stock requested to be included in the Piggyback Registration exceeds the
Maximum Number of Shares, the following rules shall apply:


 


(i)                                     If the Section 2.10 Registration Statement
was originated by the Issuer for a primary offering, then there will be
included in such Registration Statement: (i) first, all of the shares of
Common Stock that the Issuer proposes to sell for its own account; and (ii) second,
to the extent that the number of shares of Common Stock included by the Issuer
for its own account is less than the Maximum Number of Shares, the shares of
Common Stock proposed to be included by the Other Shareholders and the
Registrable Shares (or, in the case of a Hedging Counterparty, if
applicable, other shares of Common Stock)
proposed to be included by Holders (or Hedging Counterparties ), allocated pro rata among such Persons on the basis of the number of
shares each such Person has requested to be included in such Registration
Statement (up to the Maxium Number of Shares).


 


(ii)                                  If the Section 2.10 Registration Statement
was originated by Other Shareholders for a secondary offering, then there will
be included in such Registration 


 


12

















 


Statement: (i) first, all
of the shares of Common Stock that such Other Shareholders propose to sell for
their own account; and (ii) second, to the extent that the number of
shares of Common Stock included by the Other Shareholders is less than the
Maximum Number of Shares, the Registrable Shares (or, in the case
of a Hedging Counterparty, if applicable, other shares of Common Stock) proposed to be included by Holders (or
Hedging Counterparties), allocated pro rata among
such Holders on the basis of the number of shares that each such Person has
requested to be included in such Registration Statement (up to the Maxium
Number of Shares).


 


(f)                                    (i) 
The following shall be deemed to be “Offering Confidential
Information” in respect of a Piggyback Registration: (x) the
Issuer’s plan to file the relevant Registration Statement and engage in the
offering so registered, (y) any information regarding the offering being
registered (including, without limitation, the potential timing, price, number
of shares, underwriters or other counterparties, selling stockholders or plan
of distribution) and (z) any other information (including information
contained in draft supplements or amendments to offering materials) provided to
the Lead Holder or the Holders (or Hedging Counterparties) by the Issuer (or by
third parties) in connection with the Piggyback Registration.  Offering Confidential Information shall not
include information that (1) was or becomes generally available to the
public (including as a result of the filing of the relevant Registration
Statement) other than as a result of a disclosure by any Holder (or Hedging
Counterparty), (2) was or becomes available to any Holder (or Hedging
Counterparty) from a source not bound by any confidentiality agreement with the
Issuer or (3) was otherwise in such Holder’s (or Hedging Counterparty’s)
possession prior to it being furnished to such Holder (or Hedging Counterparty)
by the Lead Holder or by the Issuer or on the Issuer’s behalf.


 


(ii)  After a Holder has been notified of its opportunity to
include Registrable Shares in a Piggyback Registration, such Holder (or Hedging
Counterparty) shall treat the Offering Confidential Information as confidential
information and shall not use the Offering Confidential Information for any
purpose other than to evaluate whether to include its Registrable Shares (or
other shares of Common Stock) in such Piggyback Registration and agrees not to
disclose the Offering Confidential Information to any Person other than such of
its agents, employees, advisors and counsel as have a need to know such
Offering Confidential Information and to cause such agents, employees, advisors
and counsel to comply with the requirements of this Section 2.10(e), provided, that such Holder (or Hedging Counterparty) may
disclose Offering Confidential Information if such disclosure is required by
legal process, but such Holder (or Hedging Counterparty) shall cooperate with
the Issuer to limit the extent of such disclosure through protective order or
otherwise, and to seek confidential treatment of the Offering Confidential
Information.


 


13

















 


ARTICLE III


 


REGISTRATION PROCEDURES


 


Section 3.01.  Registration Procedures.  In connection with any registration of
Registrable Shares contemplated by this Agreement:


 


(a)                  The Issuer shall, at least three
Business Days prior to the initial filing of the Registration Statement with
the SEC, furnish to Special Counsel a copy of such Registration Statement as
proposed to be filed (including documents to be incorporated by reference
therein, to the extent not then available via the SEC’s EDGAR system, but only
to the extent they expressly relate to any offering to be effected thereunder),
which will be subject to the reasonable review and comments of Special Counsel
during such three-Business-Day period, and the Issuer will not file the
Registration Statement (or any such documents incorporated by reference)
containing any statements with respect to any Holder or the plan of
distribution to which Special Counsel shall reasonably object in writing.  After the filing of the Registration
Statement, the Issuer will as promptly as reasonably practicable notify Special
Counsel of: (i) if the SEC has determined to not review the Registration
Statement, the effectiveness thereof; (ii) if the Registration Statement
is an ASRS, the filing thereof; or (iii) if the SEC has determined to
review the Registration Statement, such determination.  If a Registration Statement is subject to
review by the SEC: (A) the Issuer will as promptly as reasonably
practicable provide the Special Counsel with a copy of each comment letter
issued in respect of such Registration Statement and a copy of the Issuer’s
draft responses thereto (it being understood that preliminary drafts shall not
be required to be provided); (B) the Issuer shall further provide Special
Counsel with a copy of any proposed amendment to be filed with the SEC no less
than three Business Days prior to the Issuer’s proposed filing date, and each
such amendment will be subject to the reasonable review and comments of Special
Counsel during such three-Business-Day period; (C) the Issuer will not
file any such amendment containing any statements with respect to any Holder or
the plan of distribution to which Special Counsel shall reasonably object in
writing; and (D) once the Registration Statement is cleared from review,
the Issuer will as promptly as reasonably practicable inform Special Counsel of
the effectiveness thereof.


 


(b)                 After the initial Effective Time of a
Registration Statement, the Issuer shall, at least two Business Days prior to
the filing of a post-effective amendment to the Registration Statement or a
prospectus (including a prospectus supplement, a Free Writing Prospectus and
any documents to be incorporated by reference in the prospectus but only to the
extent they expressly relate to an offering or a Hedging Transaction under the
Registration Statement), furnish a copy of such proposed filing to Special
Counsel (who will furnish such copy to any Hedging Counterparty (if such filing
relates to a Hedging Transaction) and any underwriter (if such filing relates
to an underwritten offering)), which will be subject to the reasonable review
and comments of Special Counsel during such two-Business-Day period, and the
Issuer will not file any such post-effective amendment or prospectus that
contains any statements with respect to any Holder, Hedging Counterparty or
underwriter or the plan of distribution to which Special Counsel (on behalf of
any Holder, any such Hedging Counterparty or any underwriter) shall reasonably
object in writing.


 


14

















 


(c)                  The Issuer shall as promptly as reasonably
practicable furnish to Special Counsel copies of any and all transmittal
letters and other correspondence with the SEC and all correspondence (including
comment letters, such as those contemplated by Section 3.01(a)) from the
SEC to the Issuer relating to the Registration Statement or any prospectus or
any amendment or supplement thereto.


 


(d)                 After a Registration Statement is
declared effective, and in connection with any underwritten offering or Hedging
Transaction under the Registration Statement, the Issuer will furnish to the
Lead Holder (for distribution to the Holders whose Registrable Shares are
included in such Registration Statement and to any Hedging Counterparties and
underwriters) such number of copies of the Registration Statement, each amendment
and supplement thereto (in each case including all exhibits thereto but
excluding documents (x) incorporated by reference therein other than those
that expressly relate to the offering, Hedging Transaction or underwritten
offering or (y) that are available via the SEC’s EDGAR system), the
prospectus included in such Registration Statement (including any prospectus
supplements) and such other documents as any such Holders, Hedging
Counterparties or underwriters may reasonably request through the Lead Holder
in order to facilitate the disposition of the Registrable Shares included in
the Registration Statement.


 


(e)                  The Issuer will use commercially
reasonable efforts (i) to register or qualify the Registrable Shares under
such other securities or blue sky laws of such jurisdictions in the United
States (in the event an exemption is not available) as any Holder of
Registrable Shares covered by a Registration Statement, acting through the Lead
Holder, reasonably (in the light of such Holder’s intended plan of
distribution) requests and (ii) to cause such Registrable Shares to be
registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of the Issuer and
do any and all other acts and things that may be reasonably necessary or
advisable to enable such Holder to consummate the disposition in such
jurisdictions of the Registrable Shares owned by such Holder; provided that the Issuer will not be required to (w) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph (f), (x) conform its
capitalization or the composition of its assets at the time to the securities
or blue sky laws of any such jurisdiction, (y) subject itself to taxation
in any such jurisdiction or (z) consent to general service of process in
any such jurisdiction.


 


(f)                    The Issuer will as promptly as
reasonably practicable notify the Lead Holder and each other Holder of
Registrable Shares covered by the Registration Statement, at any time when a
prospectus relating thereto is required to be delivered (or deemed delivered)
under the 1933 Act, of the occurrence of an event of which the Issuer has
knowledge requiring the preparation of a supplement or amendment to such
prospectus so that, as thereafter delivered (or deemed delivered) to the
purchasers of such Registrable Shares, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they are made, not misleading, and, subject to Section 2.05,
the Issuer will as promptly as reasonably practicable prepare and furnish to
the Lead Holder a supplement to or an amendment of such prospectus so that, as
thereafter delivered (or deemed delivered) to the purchasers of such
Registrable Shares, such prospectus will not contain any untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary to 


 


15

















 


make the statements therein, in the light of the circumstances in which
they were made, not misleading.


 


(g)                 The Issuer will use commercially
reasonable efforts to enter into reasonable and customary agreements (including
an underwriting, registration or similar agreement in reasonable and customary
form for the Issuer containing customary indemnification and contribution
provisions) and use commercially reasonable efforts to take such other actions
as are reasonably required or requested by a Holder, underwriter or Hedging
Counterparty, acting through the Lead Holder, in order to expedite or
facilitate the disposition of any Registrable Shares in a manner permitted by
this Agreement and the Spinco Agreement; provided, that (i) any
legal opinion that the Issuer is required to use commercially reasonable
efforts to obtain pursuant to the foregoing may be rendered by the Issuer’s
General Counsel (or another appropriate in-house lawyer), unless the Person to
whom such opinion is to be delivered will not accept a “10b-5-opinion” from
such counsel, in which case the Issuer shall use commercially reasonable
efforts to obtain such legal opinion from the Issuer’s outside counsel; and (ii) in
no event shall the Issuer be required to obtain more than two comfort letters
from the Issuer’s public accountants in connection with any Registration
Statement.


 


(h)                 Upon execution of a customary
confidentiality agreement, the Issuer will make available for inspection by any
Holder of Registrable Shares covered by a Registration Statement, any Hedging
Counterparty in connection with any Hedging Transaction, any underwriter
participating in an underwritten offering pursuant to the Registration
Statement, Special Counsel, and any attorney, accountant or other professional
retained by any such Holder, Hedging Counterparty or underwriter (collectively,
the “Inspectors”), all financial and other
records, pertinent corporate documents and properties of the Issuer
(collectively, the “Records”) and
cause the Issuer’s and its significant subsidiaries’ officers, directors and
employees to, and shall use commercially reasonable efforts to cause the Issuer’s
independent accountants to, as promptly as reasonably practicable, supply all
information reasonably requested by any Inspector in connection with such
Registration Statement, Hedging Transaction or underwritten offering, in each
case, to the extent reasonably necessary to establish the applicable Person’s
due diligence defense under U.S. securities laws; provided
that in no event shall the Issuer be required to make available to the Holders
any information which the Board of Directors in its good faith judgment
believes is competitively sensitive or otherwise is confidential.  The Inspectors shall coordinate with one
another so that the inspection permitted hereunder will not unnecessarily
interfere with the Issuer’s conduct of business.  In any event, Records which the Issuer
determines, in good faith, to be confidential and which it notifies or
otherwise identifies in writing to the Inspectors are confidential shall not be
disclosed by the Inspectors unless (and only to the extent that) (i) the
disclosure of such Records is necessary to permit a Holder to enforce its
rights under this Agreement or (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent
jurisdiction.  Each Holder agrees that
information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it as the basis for any market
transactions in the securities of the Issuer or its Affiliates unless and until
such is made generally available to the public by the Issuer or such Affiliate
or for any reason not related to the registration of Registrable
Securities.  Each Holder further agrees
that it will, upon learning that disclosure of such Records is sought in a
court of competent jurisdiction, cause 


 


16

















 


the Lead Holder to give notice to the Issuer and allow the Issuer, at
its expense, to undertake appropriate action to prevent disclosure of the
Records deemed confidential.


 


(i)                     The Issuer will otherwise use
commercially reasonable efforts (i) to comply with all applicable rules and
regulations of the SEC to the extent necessary to permit it to lawfully fulfill
its obligations under this Agreement, and (ii) to make available to its
security holders, as promptly as reasonably practicable, an earnings statement
covering a period of 12 months, beginning upon the first disposition of
Registrable Shares pursuant to a Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the 1933
Act.


 


(j)                     The Issuer will use its commercially
reasonable efforts to cause all Registrable Shares to be listed on each
securities exchange on which the Common Stock is listed.


 


(k)                  The Issuer will prepare and file with
the SEC, as promptly as reasonably practicable upon the request of any Holder,
acting through the Lead Holder, any amendments or supplements to a Registration
Statement or prospectus which, in the reasonable opinion of Special Counsel, is
required under the 1933 Act in connection with the distribution of the
Registrable Shares contemplated by the Registration Statement or prospectus.


 


(l)                     The Issuer will use commercially
reasonable efforts to timely file the reports and materials required to be
filed by it under the 1933 Act and the 1934 Act to enable the Holders to sell
Registrable Shares without registration under the 1933 Act within the
limitation of the exemption provided by Rule 144.   As promptly as reasonably practicable
following its receipt of the request of the Lead Holder (acting on behalf of a
Holder), the Issuer will deliver to the Lead Holder (which shall deliver to
such Holder) a written statement as to whether it has complied with such
requirements, and shall use commercially reasonable efforts to provide such
assurances as any broker or dealer facilitating a sale of Registrable Shares
under Rule 144 may reasonably request.


 


(m)               The Issuer shall reasonably cooperate
with each Holder, acting through the Lead Holder, in the disposition (provided
such disposition is permitted by the Spinco Agreement) of such Holder’s
Registrable Shares in accordance with the terms of this Agreement.  Such cooperation shall include the
endorsement and transfer of any certificates representing Registrable Shares
(or a book-entry transfer to similar effect) transferred in accordance with
this Agreement.


 


Section 3.02.  Holder Responsibilities.


 


(a)                  The Issuer may require each Holder of
Registrable Shares included in a Registration Statement and each Hedging
Counterparty in respect of a Hedging Transaction as promptly as reasonably
practicable to furnish in writing to the Issuer, through the Lead Holder, such
information regarding such Holder, the Hedging Counterparty or the distribution
of the Registrable Shares as the Issuer may from time to time reasonably
request and such other information as may be legally required in connection
with such registration.  If a Holder or
Hedging Counterparty fails to provide the requested information after being
given 15 Business Days’ written notice of such request and the requested
information is required by applicable 


 


17

















 


law to be included in the Registration Statement, the Issuer shall be
entitled to refuse to include for registration such Holder’s Registrable Shares
or other shares of Common Stock in connection with such Hedging Counterparty’s
Hedging Transaction, as the case may be.


 


(b)                 In connection with any disposition of
Registrable Shares pursuant to a Registration Statement, each Holder agrees
that it will not use any Free Writing Prospectus without the prior consent of
the Issuer, which consent will not be unreasonably withheld or delayed.


 


(c)                  Each Holder agrees that, upon receipt
of any written notice from the Lead Holder or the Issuer of the happening of
any event of the kind described in Section 3.01(f), such Holder will
forthwith discontinue the disposition of such Holder’s Registrable Shares
pursuant to the Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended prospectus contemplated by Section 3.01(f).  If the Issuer shall give such notice with
regards to any Demand Registration Statement, the Effectiveness End Date in
respect of such Registration Statement shall be extended by the number of days
during the period from and including the date such notice was given by the
Issuer to the date when the Issuer shall have made available to the Lead Holder
a prospectus or prospectus supplement that conforms with the requirements of Section 3.01(f).


 


(d)                 Each Holder will as promptly as
reasonably practicable notify the Issuer and the Lead Holder, at any time when
a prospectus relating thereto is required to be delivered (or deemed delivered)
under the 1933 Act, of the occurrence of an event, of which such Holder has
knowledge, relating to such Holder or its disposition of Registrable Shares
thereunder requiring the preparation of a supplement or amendment to such
prospectus so that, as thereafter delivered (or deemed delivered) to the
purchasers of such Registrable Shares, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading.


 


ARTICLE IV


 


LOCK-UP AGREEMENTS


 


If requested by the managing
underwriters in connection with an underwritten offering of Registrable Shares
under a Registration Statement, each of the Holders and the Issuer shall
execute and deliver agreements (“Lock-up Agreements”)
containing customary restrictions on their ability to sell, offer to sell, or
otherwise dispose of any shares of Common Stock or any securities convertible
into or exercisable for such stock (or enter into any hedging or similar
transaction with an economic effect similar to any of the foregoing); provided that such restrictions shall be the same for all
such Persons and shall not have a duration in excess of the shortest period
required by the managing underwriters and in any event not more than 180 days
after the completion of such offering. 
Any Lock-up Agreements executed by the Holders shall contain provisions
naming the Issuer as an intended third-party beneficiary thereof and requiring
the prior written consent of the Issuer for any amendments thereto or waivers
thereof.  Any Lock-up Agreements executed
by the Issuer shall contain provisions naming the Holders as


 


18

















 


intended
third-party beneficiary thereof and requiring the prior written consent of the
Holders for any amendments thereto or waivers thereof.


 


ARTICLE V


 


INDEMNIFICATION


 


Section 5.01.  Indemnification By the Issuer.  The Issuer agrees to indemnify and hold
harmless to the fullest extent permitted by law each Holder whose Registrable
Shares are covered by the Registration Statement, its officers, directors and
each Person, if any, who controls such Holder within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act, from and against any and
all losses, claims, damages, liabilities, and expenses, or any action or
proceeding in respect thereof (each, a “Liability” and
collectively, “Liabilities”) (including
reimbursement of such Holder for any legal or any other expenses reasonably
incurred by it in investigating or defending such Liabilities) arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or any prospectus relating to such
Registrable Shares (or in any amendment or supplement thereto), or arising out
of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such Liabilities arise out of or are based
upon any such untrue statement or omission or alleged untrue statement or
omission based upon information furnished in writing to the Issuer by such
Holder or on such Holder’s behalf, in either such case expressly for use
therein; provided, that with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any prospectus, the indemnity agreement contained in this
paragraph shall not apply to the extent that any such Liability results from (a) the
fact that a current copy of the prospectus was not sent or given to the Person
asserting any such Liability at or prior to the written confirmation of the
sale of the Registrable Shares concerned to such Person if it is determined
that the Issuer has provided such prospectus and it was the responsibility of
such Holder or its agents to provide such Person with a current copy of the
prospectus and such current copy of the prospectus would have cured the defect
giving rise to such Liability, (b) the use of any prospectus by or on
behalf of any Holder after the Issuer has notified such Person (i) that
such prospectus contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, (ii) that a stop order has been issued by the SEC
with respect to the Registration Statement or (iii) that a Disadvantageous
Condition exists or (c) the use of any prospectus by or on behalf of any
Holder with respect to any Registrable Shares after such time as the Issuer’s
obligation to keep the Registration Statement effective in respect of such
Registrable Shares has expired.


 


Section 5.02.  Indemnification By Holders of Registrable
Shares. Each Holder whose
Registrable Shares are included in the Registration Statement agrees, severally
and not jointly, to indemnify and hold harmless to the fullest extent permitted
by law (including reimbursement of the Issuer for any legal or any other
expenses reasonably incurred by it in investigating or defending such
Liabilities) the Issuer, its officers, directors, agents, and each Person, if
any, who controls the Issuer within the meaning of either Section 15 of
the 1933 Act or Section 20 of the 1934 Act, to the same extent as the
foregoing indemnity from the Issuer to such Holder in Section 5.01, but
only (i) to the extent such Liabilities arise out of or are based upon
information 


 


19

















 


furnished in writing by such
Holder or on such Holder’s behalf, in either case expressly for use in the
Registration Statement, prospectus or in any amendment or supplement thereto
relating to such Holder’s Registrable Shares or (ii) to the extent that
any Liability described in this Section 5.02 results from (a) the
fact that a current copy of the prospectus was not sent or given to the Person
asserting any such Liability at or prior to the written confirmation of the
sale of the Registrable Shares concerned to such Person if it is determined
that it was the responsibility of such Holder or its agent to provide such
Person with a current copy of the prospectus and such current copy of the
prospectus would have cured the defect giving rise to such loss, claim, damage,
liability or expense, (b) the use of any prospectus by or on behalf of any
Holder after the Issuer has notified such Person (x) that such prospectus
contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, (y) that
the SEC has issued a stop order with respect to the Registration Statement or (z) that
a Disadvantageous Condition exists or (c) the use of any prospectus by or
on behalf of any Holder after such time as the obligation of the Issuer to keep
the related Registration Statement in respect of such Holder’s Registrable
Shares effective has expired.


 


Section 5.03.  Conduct Of
Indemnification Proceeding.  After receipt by any Person (an “Indemnified Party”) of any notice of the commencement of any
action, suit, proceeding or investigation or threat thereof in respect of which
indemnity may be sought pursuant to Section 5.01 or 5.02, such Indemnified
Party shall as promptly as reasonably practicable notify the Person against
whom such indemnity may be sought (the “Indemnifying Party”)
in writing.  Following notice of
commencement of any such action given to the Indemnifying Party as above
provided, the Indemnifying Party shall be entitled to participate in and, to
the extent it may wish, jointly with any other Indemnifying Party similarly
notified, to assume the defense of such action at its own expense, with counsel
reasonably satisfactory to such Indemnified Party.  In any such proceeding so assumed by the
Indemnifying Party, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing or conflicting interests between them.  It is understood that the Indemnifying Party,
in connection with any proceeding or related proceedings in the same
jurisdiction, shall be liable only for the reasonable fees and expenses of one
firm of attorneys (in addition to any necessary local counsel) at any time for all
such Indemnified Parties, and that all such fees and expenses shall be
reimbursed as they are incurred upon submission of reasonably itemized invoices
that comply with the Issuer’s standard billing policies for outside
counsel.  In the case of any such separate
firm for Holders who are entitled to indemnity pursuant to Section 5.01,
such firm shall be designated in writing by the Indemnified Party who had the
largest number of Registrable Shares included in the Registration Statement at
issue.  The Indemnifying Party shall not
be liable for any settlement of any proceeding effected without its written
consent, which consent shall not be unreasonably withheld, but if settled with
such consent, or if there be a final judgment for the plaintiff, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending or threatened proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified


 


20
















 


Party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability
arising out of such proceeding.


 


Section 5.04.  Contribution.


 


(a)      If
the indemnification provided for hereunder shall for any reason be held by a
court of competent jurisdiction to be unavailable to an Indemnified Party in
respect of any Liability referred to herein, then each such Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Liabilities
between the Issuer on the one hand and each Holder whose Registrable Shares are
covered by the Registration Statement in issue on the other, in such proportion
as is appropriate to reflect the relative fault of the Issuer and of each such
Holder in connection with any untrue statement of a material fact contained in
the Registration Statement, any prospectus or any amendment or supplement
thereto or caused by any omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
which resulted in such Liabilities, as well as any other relevant equitable
considerations.  The relative fault of
the Issuer on the one hand and of each such Holder on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by such party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 


(b)      The
Issuer and the Holders (including each Permitted Transferee) agree that it
would not be just and equitable if contribution pursuant to this Section 5.04
were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by
an Indemnified Party as a result of the Liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim.  Notwithstanding the
provisions of this Article V, no Holder shall be required to contribute
any amount in excess of the amount by which the total price at which the
Registrable Shares sold by it under the Registration Statement exceeds the
amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1934
Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.


 


ARTICLE VI


 


MISCELLANEOUS PROVISIONS


 


Section 6.01.  Recapitalization, Exchanges, etc.  The provisions of this Agreement shall apply
to the full extent set forth herein with respect to any and all securities into
which any of the Registrable Shares are converted, exchanged or substituted in
any recapitalization or other capital reorganization involving the Issuer and
any and all securities of the Issuer or any 


 


21

















 


successor or assign or acquirer
of the Issuer (whether by merger, consolidation, sale of assets or otherwise)
which may be issued in respect of, in conversion of, in exchange for or in
substitution of, such Registrable Shares and shall be appropriately adjusted
for any dividends of Common Stock in respect of the Common Stock, stock splits,
reverse splits, combinations, recapitalizations and the like occurring after
the date hereof.  The Issuer shall cause
any successor or assign or acquiror (whether by merger, consolidation, sale of
assets or otherwise) to enter into a new registration rights agreement with the
Holders on terms no less favorable to such parties than the terms provided
under this Agreement as a condition of any such transaction.


 


Section 6.02.  Notices.  All notices, requests, claims and demands and
other communications hereunder shall be in writing and shall be deemed duly delivered
and received (i) three Business Days after the same are sent by certified
or registered mail, postage prepaid, return receipt requested, (ii) when
delivered by hand or transmitted by telecopy (answer back received), if
received prior to 5 p.m. on a Business Day, otherwise on the next Business
Day or (iii) one Business Day after the same are sent by a reliable
overnight courier service, with acknowledgment of receipt requested, in each
case to the intended recipient as set forth below:


 


If to Liberty or any Liberty
Party, to:


 


Liberty Media Corporation


12300 Liberty Boulevard


Englewood, Colorado 80112


Attention: General Counsel


Fax: (720) 875-5382


 


with a copy to:


 


Baker Botts L.L.P.


30 Rockefeller Plaza


New York, New York  10112


Attention:  Frederick H.
McGrath


Fax: (212) 259-2530


 


If to the Issuer, to:


 


Interval Leisure Group, Inc.


6262 Sunset Drive


Miami, Florida 33143


Attention: General Counsel


Fax:  (305)
667-2072


 


Any party to this Agreement may give any notice or other communication
hereunder using any other means (including personal delivery, messenger
service, telecopy or ordinary mail), but no such notice or other communication
shall be deemed to have been duly given unless and until it actually is
received by the office of the party for whom it is intended during business
hours on a Business Day in the place of receipt.  Any party to this Agreement may change the
address to which notices and other communications hereunder are to be delivered
by giving the other 


 


22

















 


parties to this Agreement notice in the manner herein set forth.  Each Person (other than Liberty or a Liberty
Party) upon becoming a Holder hereunder shall concurrently provide notice to
the other parties hereto of such Holder’s address.  The Issuer shall have no obligation to
deliver any notices under this Agreement to or otherwise interact with any
purported Holder that has not provided notice to the Issuer pursuant to the
preceding sentence, and no such Person shall have any rights under this
Agreement unless and until such Person delivers such notice.


 


Section 6.03.  Entire Agreement; No Inconsistent
Agreements.


 


(a)      This
Agreement, together with the Spinco Agreement, constitutes the entire agreement
among the parties hereto and supersedes any prior understandings, agreements or
representations by or among the parties hereto, or any of them, written or
oral, with respect to the subject matter hereof.


 


(b)      The
Issuer shall not hereafter enter into or amend any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders of
Registrable Shares in this Agreement or otherwise conflicts with the provisions
hereof in a manner adverse to the Holders.


 


(c)      Prior
to the date hereof and except for any agreement to which Liberty is a party,
the Issuer has not granted any “piggyback” or other registration rights to any
Person that would entitle any Person (other than the Holders) to participate in
any registration contemplated by this Agreement.


 


(d)      The
Issuer will not grant any “piggyback” or other registration rights to any
Person that would entitle that Person (other than the Holders) to participate
in any Demand Registration Statement except on terms that are no less favorable
to the Holders than those applicable to Other Shareholders as set forth in Section 2.10(e)(ii).


 


Section 6.04.  Further Assurances.  Each of the parties shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out or perform the provisions of this Agreement.


 


Section 6.05.  No Third-Party Beneficiaries.  Except as provided in Sections 2.09, 5.01,
and 5.02, this Agreement is not intended, and shall not be deemed, to confer
any rights or remedies upon any Person other than the parties hereto and their
respective successors and permitted assigns or to otherwise create any
third-party beneficiary hereto.


 


Section 6.06.  Assignment.  This Agreement shall be binding upon, shall
inure to the benefit of, and shall be enforceable by the parties hereto and
their respective successors and permitted assigns and, with respect to each
Holder, any Permitted Transferee.  No
assignment (other than in accordance with Section 6.01) or transfer shall
be effective hereunder unless and until the purported transferee executes and
delivers an agreement, in form and substance reasonably acceptable to the
parties, agreeing to be bound by the terms hereof.  Notwithstanding anything to the contrary in
this Agreement, other than an assignment contemplated by Section 6.01, the
Issuer may not assign its obligations hereunder.


 


23

















 


Section 6.07.  Amendments and Waivers.  Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless, following the approval of a majority of the Qualified Directors (as
defined in the Spinco Agreement) of the Issuer, consented to in writing by the
Issuer and Holders of at least 50% of the Registrable Shares held by all
Holders of Registrable Shares as of such date.


 


Section 6.08.  Nominees for Beneficial Owners.  If any Registrable Shares are held by a
nominee for the beneficial owner thereof, the beneficial owner thereof may, at
its election in writing delivered to the Issuer through the Lead Holder, be
treated as the Holder of such Registrable Shares for purposes of any request,
consent, waiver or other action by any Holder or Holders of Registrable Shares
pursuant to this Agreement or any determination of any number or percentage of
Registrable Shares held by any Holder or Holders of Registrable Shares
contemplated by this Agreement.  If the
beneficial owner of any Registrable Shares makes the election provided in this Section 6.08,
the Issuer may require assurances reasonably satisfactory to it of such owner’s
beneficial ownership of such Registrable Shares.


 


Section 6.09.  Severability.  Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity of the offending term or provision in any other
situation or in any other jurisdiction. 
If the final judgment of a court of competent jurisdiction declares that
any term or provision hereof is invalid or unenforceable, the parties hereto
agree that the court making such determination shall have the power to limit
the term or provision, to delete specific words or phrases, or to replace any
invalid or unenforceable term or provision with a term or provisions that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified.  In the event
such court does not exercise the power granted to it in the prior sentence, the
parties hereto agree to replace such invalid or unenforceable term or provision
with a valid and enforceable term or provision that shall achieve, to the
extent possible, the economic, business and other purposes of such invalid or
unenforceable term.


 


Section 6.10.  Counterparts and Signature.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties hereto and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.  This
Agreement may be executed and delivered by facsimile transmission.


 


Section 6.11.  Interpretation.  When reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement, unless
otherwise indicated.  The headings
contained in this Agreement are for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.  The language used in this Agreement shall be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any
party.  Whenever the context may require,
any pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice versa.  Any
reference to any federal, state, local or foreign statute or law shall be
deemed also to 


 


24

















 


refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise.  Whenever the words “include”, “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without
limitation.”


 


Section 6.12.  Governing Law; Consent To Jurisdiction.  This Agreement shall be construed in
accordance with and governed by the internal laws of the State of Delaware,
without giving effect to the principles of conflicts of laws.  Each of the parties hereto hereby irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the
courts of the State of Delaware, for any action, proceeding or investigation in
any court or before any governmental authority (“Litigation”)
arising out of or relating to this Agreement and the transactions contemplated
hereby and further agrees that service of any process, summons, notice or
document by U.S. mail to its respective address set forth in this Agreement
shall be effective service of process for any Litigation brought against it in
any such court.  Each of the parties
hereto hereby irrevocably and unconditionally waives any objection to the
laying of venue of any Litigation arising out of this Agreement or the transactions
contemplated hereby in the courts of the State of Delaware, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such Litigation brought in any such court has been brought
in an inconvenient forum.  Each of the
parties irrevocably and unconditionally waives, to the fullest extent permitted
by applicable law, any and all rights to trial by jury in connection with any
Litigation arising out of or relating to this Agreement or the transactions
contemplated hereby.


 


Section 6.13.  Remedies; Limitation on Liability.  (a)  Except as otherwise provided
herein, any and all remedies herein expressly conferred upon a party shall be
deemed cumulative with and not exclusive of any other remedy conferred hereby,
or by law or equity upon such party, and the exercise by a party of any one
remedy shall not preclude the exercise of any other remedy.  The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached.   It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement, this being in addition to any other remedy to which the
parties are entitled at law or in equity.


 


(b)  In no event shall the Issuer have any liability to any Holder
or other Person under this Agreement for any act or failure to act by the Lead
Holder in accordance with the terms hereof, each of which Holder agrees that
its sole remedy, whether at equity or in law, in any such case shall be against
the Lead Holder, and further agrees not to bring any action against the Issuer
or any of Affiliates in connection with any such act or failure to act by the
Lead Holder.  Except in respect of the
Issuer’s indemnification obligations under Article V of this Agreement,
each Holder (other than the Lead Holder) hereby assigns to the Lead Holder such
Holder’s right under this Agreement to bring any action or to pursue any remedy
against the Issuer or any of its Affiliates for any breach or violation, or any
alleged or threatened breach or violation, by the Issuer of its obligations
under this Agreement, and each such Holder (other than the Lead Holder) hereby
agrees not to directly bring any such action or to pursue any such remedy
against the Issuer or any of its Affiliates therefor.  The Issuer agrees not to challenge the
standing of the Lead Holder to bring any such claim or cause of action or
pursue any remedy in the name of the Lead Holder on behalf of a Holder.  Any Holder and the Lead Holder may execute
such 


 


25

















 


instruments, including an assignment of any
claims, as may be necessary to permit the Leader Holder to validly pursue any
action or remedy on behalf of a Holder pursuant to this Section 6.13 and
to preserve any injured Holder’s right to receive any recovery obtained by the
Lead Holder on behalf of such Holder.


 


Section 6.14.  Confidentiality.  Each Holder agrees not to (and to cause any
Hedging Counterparty to a Hedging Transaction with such Holder not to) disclose
without the prior written consent of the Issuer any information (i) regarding
the Issuer’s exercise of any of its rights under Section 2.05 or Section 3.01(f) or
(ii) obtained pursuant to this Agreement which the Issuer identifies to be
proprietary to the Issuer or otherwise confidential. Notwithstanding the foregoing,
each Holder or Hedging Counterparty may disclose such information to such of
its agents, employees, advisors and counsel as have a need to know such
information provided that such Holder shall cause such agents, employees,
advisors and counsel to comply with the requirements of this Section 6.14,
provided, that such Holder or Hedging
Counterparty may disclose such information if (and only to the extent that) (A) such
disclosure is necessary to permit a Holder to enforce its rights under this
Agreement or (B) such disclosure is required by legal process, but such
Holder or Hedging Counterparty shall cooperate with the Issuer to limit the
extent of such disclosure through protective order or otherwise, and to seek
confidential treatment of such information. Each Holder further acknowledges,
understands and agrees (and shall cause any such Hedging Counterparty to agree)
that any confidential information will not be utilized in connection with
purchases and/or sales of the Issuer’s securities except in compliance with
applicable state and federal antifraud statutes.


 


Section 6.15.  Termination.  This Agreement (other than Article V and
Article VI) shall terminate and be of no further force and effect at the
first such time as there are no Registrable Shares or, if earlier, at such time
as the Issuer has registered pursuant to this Agreement an aggregate number of
sales or transfers of Registrable Shares or other shares of Common Stock equal
to the Total Registrable Amount (it being specified, for the avoidance of
doubt, that a sale or transfer of a Registrable Share or other share of Common
Stock shall be considered to have been registered for purposes of this Section 6.15
in the circumstances specified in the last sentence of Section 2.04(a)); provided, that any such termination
shall not relieve any party of any liability for any breach of this Agreement
prior to such termination.


 


26

















 


IN WITNESS WHEREOF, the undersigned has
executed this Agreement as of the date first written above.


 


	
  Liberty Media Corporation,

  	
  INTERVAL LEISURE GROUP, INC., a
  

  
	
  a Delaware corporation

  	
  Delaware corporation

  
	
   

  	
   

  
	
  /s/ Craig Troyer

  	
   

  	
   

  
	
  Name:

  	
  Craig Troyer

  	
  /s/ Joanne Hawkins

  
	
  Title:

  	
  Vice President

  	
  Name:

  	
  Joanne Hawkins

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Assistant Secretary

  
					



 


 


Liberty USA
Holdings, LLC


a Delaware
limited liability company


 


By: Liberty
Programming Company LLC, its 


sole member
and manager


 


By: LMC
Capital LLC, its sole member and 


manager


 


 


	
  /s/ Craig
  Troyer

  	
   

  
	
  Name: 

  	
  Craig Troyer

  
	
  Title: 

  	
  Vice
  President

  
			



 


[Signature Page to ILG Registration Rights Agreement (Liberty)]


 

















 


ANNEX A


 


PLAN OF DISTRIBUTION


 


Each of the selling
stockholders, including certain transferees who may later hold its interest in
the shares covered by this prospectus and who are otherwise entitled to resell
the shares using this prospectus, may sell the shares covered by this
prospectus from time to time in any legal manner selected by the selling
stockholder, including directly to purchasers or through underwriters,
broker-dealers or agents, who may receive compensation in the form of
discounts, concessions or commissions from the selling stockholder or the
purchasers.  These discounts, concessions
or commissions as to any particular underwriter, broker-dealer or agent may be
in excess of those customary in the types of transactions involved.  The selling stockholders will act
independently of us in making decisions with respect to the timing, manner and
size of each sale of the shares covered by this prospectus.


 


Each selling stockholder has
advised us that its shares may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at prices related to
the prevailing market prices, at varying prices determined at the time of sale
and/or at negotiated prices. These sales may be effected in one or more
transactions, including:


 


·                  on the New York
Stock Exchange or the Nasdaq Stock Market;


 


·                  in the
over-the-counter market;


 


·                  in transactions
otherwise than on the New York Stock Exchange or the Nasdaq Stock Market or in
the over-the-counter market; or


 


·                  any combination
of the foregoing.


 


 


In addition, the selling
stockholders may also enter into hedging and/or monetization transactions. For
example, a selling stockholder may:


 


·                  enter into
transactions with a broker-dealer or affiliate of a broker-dealer or other
third party in connection with which that other party will become a selling
stockholder and engage in short sales of shares under this prospectus, in which
case the other party may use shares received from the selling stockholder to
close out any short positions;


 


·                  itself sell
short the shares under this prospectus and use the securities held by it to
close out any  short position;


 


·                  enter into
options, forwards or other transactions that require the selling stockholder to
deliver, in a transaction exempt from registration under the Securities Act,
the securities to a broker-dealer or an affiliate of a broker-dealer or other
third party who may then become a selling stockholder and publicly resell or
otherwise transfer the securities under this prospectus; or


 


·                  loan or pledge
the securities to a broker-dealer or affiliate of a broker-dealer or other
third party who may then  become a
selling stockholder and sell the loaned securities 


 


A-1

















 


or, in an event of default in the case of a
pledge, become a selling stockholder and sell the pledged securities, under
this prospectus.


 


Each selling stockholder has
advised us that it has not entered into any agreements, arrangements or
understandings with any underwriter, broker-dealer or agent regarding the sale
of its shares. However, we are required, under a registration rights agreement
relating to the shares being sold under this prospectus, to enter into
customary underwriting and other agreements in connection with the distribution
of the securities under this prospectus. 
The specific terms of any such underwriting or other agreement will be
disclosed in a supplement to this prospectus filed with the SEC under Rule 424(b) under
the Securities Act, or, if appropriate, a post-effective amendment to the
registration statement of which this prospectus forms a part.  Each selling stockholder may sell any or all
of the shares offered by it pursuant to this prospectus.  In addition, there can be no assurance that
any selling stockholder will not transfer, devise or gift its shares by other
means not described in this prospectus.


 


There can be no assurance that
a selling stockholder will sell any or all of its shares pursuant to this
prospectus. In addition, any shares covered by this prospectus that qualify for
sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus.


 


The aggregate proceeds to a
selling stockholder from the sale of the shares offered by it will be the
purchase price of the shares less discounts and commissions, if any. If the
shares are sold through underwriters or broker-dealers, the selling stockholder
will be responsible for underwriting discounts and commissions and/or agent’s
commissions. We will not receive any of the proceeds from the sale of the
shares covered by this prospectus.


 


In order to comply with the
securities laws of some states, if applicable, the shares may be sold in these
jurisdictions only through registered or licensed brokers or dealers. In addition,
in some states the shares may not be sold unless they have been registered or
qualified for sale or an exemption from registration or qualification
requirements is available and is complied with.


 


Any underwriters,
broker-dealers or agents that participate in the sale of the securities may be
deemed to be “underwriters” within the meaning of Section 2(11) of the
Securities Act.  As a result, any profits
on the sale of the shares by the selling stockholder and any discounts,
commissions or concessions received by any such broker-dealers or agents may be
deemed to be underwriting discounts and commissions under the Securities Act.


 


To the extent required, the
shares to be sold, the names of the selling stockholders, the respective
purchase prices and public offering prices, the names of any agent, dealer or
underwriter, and any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying prospectus supplement or,
if appropriate, a post-effective amendment to the registration statement of
which this prospectus is a part.


 


We have agreed to indemnify
each selling stockholder and its directors, officers and controlling Persons
against certain liabilities, including specified liabilities under the
Securities Act, or to contribute with respect to payments which the selling
stockholder may be required to make in respect of such liabilities. The selling
stockholder has agreed to indemnify us for


 


A-2

















 


liabilities
arising under the Securities Act with respect to written information furnished
to us by it or to contribute with respect to payments in connection with such
liabilities.


 


We have agreed to pay certain
costs, fees and expenses incident to our registration of the resale of the
selling stockholder’s shares, excluding legal fees of the selling stockholders,
commissions, fees and discounts of underwriters, brokers, dealers and agents
and certain other expenses.


 


Under our registration rights
agreement with the selling stockholders, we will use our commercially
reasonable efforts to keep the registration statement of which this prospectus
is a part continuously effective, subject to customary suspension periods,
until the earlier of (i) the 30th day (or, if such registration statement
is on Form S-3, the 90th day) after such registration statement is
initially declared effective, and (ii) the date that there are no longer
any securities covered by such registration statement.


 


Our obligation to keep the registration statement to which this
prospectus relates effective is subject to specified, permitted exceptions. In
these cases, we may suspend offers and sales of the shares pursuant to the
registration statement to which this prospectus relates.


 


A-3